| Restatement of Previously Issued Consolidated Financial Statements |
Restatement of Previously Issued Consolidated Financial Statements During preparation of the year-end 2025 consolidated financial statements, certain errors were identified that affected previously issued financial statements. On February 23, 2026, the Audit Committee of the Board of Directors, after consultation with the Company’s management, concluded the errors were material to the previously issued consolidated financial statements for fiscal year 2024 and fiscal year 2023 contained in the 2024 Form 10-K, and in the previously issued unaudited condensed consolidated financial statements for each of the quarterly and year-to-date periods within fiscal year 2024 as well as the quarterly and year-to-date periods for the periods ended September 27, 2025, June 28, 2025, and March 29, 2025 contained in the Company’s Quarterly Reports on Form 10-Q, and concluded that such financial statements should not be relied upon and required restatement (the “Restatement”). This Note describes the nature of the Restatement and shows the impact of the Restatement on each financial statement line item and the effects of these errors on the consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive income (loss), consolidated statements of shareholders’ equity, and consolidated statements of cash flows for fiscal years 2024 and 2023. In addition, this Note includes the effects of the adjustments to opening retained earnings as of January 1, 2023 of $32 million. As discussed in Note 18, on February 24, 2025, the Company entered into a definitive agreement to sell its U.S. Car Wash business and on April 10, 2025, the Company completed the sale. The net assets and operations of the U.S. Car Wash disposal group met the criteria to be classified as “discontinued operations” in the first quarter of 2025. As further discussed in Note 18, on November 27, 2025, the Company entered into a definitive agreement to sell its ICW business and on January 27, 2026, the Company completed the sale of the ICW business. The net assets and operations of the ICW disposal group met the criteria to be classified as discontinued operations beginning in the fourth quarter of 2025. As the ICW and U.S. Car Wash businesses were not previously presented as discontinued operations in the Company’s consolidated financial statements for fiscal years 2024 and 2023, the effects of the prior period errors and the recast of the ICW and U.S. Car Wash businesses as discontinued operations on the consolidated financial statements are reflected below. The Company has presented below a reconciliation from the previously reported to the restated amounts and further presented a reconciliation from the restated amounts to the restated and recast consolidated financial statements reflecting discontinued operations. Description of Restatement Matters and Restatement Errors An overview of the restatement adjustments and their impact on previously reported consolidated financial statements are described below. Lease adjustments The Company identified certain leases that originated in prior periods beginning in 2023 where the lease had not been recorded at the time of lease commencement. The impact of the errors to the consolidated statements of operations for fiscal years 2024 and 2023 is increases of $2 million and $1 million, respectively, to company-operated store expense. The impact of the errors to the consolidated balance sheet as of December 28, 2024 is an increase of $40 million to operating lease right-of-use assets, an increase of $2 million to accrued expenses and other liabilities and an increase of $40 million to operating lease liabilities. Cash adjustments The Company identified unreconciled and aged differences between the general ledger cash balance and bank statements in prior years resulting in overstatement of cash and revenue and understatement of selling, general, and administrative expense, primarily impacting accumulated deficit in periods prior to fiscal year 2023. The impact of the errors relating to cash adjustments to the consolidated statement of operations for fiscal year 2024 is an increase to selling, general, and administrative expenses of $4 million. The impact of the errors to the consolidated statement of operations for fiscal year 2023 is a decrease to company-operated store sales of $6 million and a $1 million increase to selling, general, and administrative expenses. The impact of the errors to the consolidated balance sheet as of December 28, 2024 is a decrease to cash and cash equivalents of $28 million. The errors further affect the opening and closing cash balances and operating cash flows in the consolidated statements of cash flows for fiscal years 2024 and 2023. The impact of the errors to the opening cash balances in the consolidated statements of cash flows for fiscal years 2024 and 2023 is a decrease of $21 million and $14 million, respectively. The impact of the errors to the closing cash balances in the consolidated statements of cash flows for fiscal years 2024 and 2023 is a decrease of $28 million and $21 million, respectively. Accounts payable adjustments The Company identified unreconciled and aged differences between the general ledger accounts payable balance and related subledger systems in prior years as a result of incorrect recording, offsetting, and consolidation of intercompany transactions, resulting in understatements in accounts payable and understatements of company-operated store expenses depending on the nature of the reconciling items. The impact of the errors to the consolidated statement of operations for fiscal year 2024 is a $2 million increase to selling, general, and administrative expenses and a $2 million decrease to company-operated store expenses. The impact of the errors to the consolidated statement of operations for fiscal year 2023 is a less than $1 million increase to selling, general, and administrative expenses, and a $32 million increase to company-operated store expenses. The impact of the errors to the consolidated balance sheet as of December 28, 2024 is an increase to accounts payable of $7 million. Expense classification adjustments During fiscal years 2024 and 2023, certain supply and other expenses were reflected within company-operated store expenses. This error resulted in company-operated store expenses being overstated by $35 million and $27 million for fiscal years 2024 and 2023, respectively, and a corresponding understatement of supply and other expenses in those periods. Accounts receivable adjustments The Company identified unreconciled and aged receivables, misapplied cash and clearing entries, allowance calculations that required correction, and certain accounts receivable not recorded in the subledger, primarily impacting accumulated deficit in periods prior to fiscal year 2023. The impact of the errors to the consolidated statement of operations for fiscal year 2024 is a $2 million decrease to company-operated store sales, a $2 million decrease to supply and other revenue, and a $1 million increase to selling, general, and administrative expenses, as well as other immaterial impacts. The impact of the errors to the consolidated statement of operations for fiscal year 2023 is a less than $1 million increase to company-operated stores sales, a $3 million decrease to supply and other revenue, and a $9 million increase to selling, general, and administrative expenses, as well as other immaterial impacts. These issues resulted in an overstatement of accounts receivable of $26 million as of December 28, 2024. Other adjustments The Company has calculated the tax impact of the errors and has also identified other immaterial errors, which have been reflected in the tables below. The following tables present the restatement adjustments to previously issued consolidated financial statements, including the previously reported consolidated balance sheet as of December 28, 2024, and the consolidated statements of operations, consolidated statements of comprehensive income (loss), consolidated statements of equity, and consolidated statements of cash flows for fiscal years 2024 and 2023. DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Year Ended December 28, 2024 | | | | (in thousands, except per share amounts) | As Previously Reported | | Restatement Impacts | | As Restated | | Discontinued Operations Reclassification Impacts | | As Restated and Recast | | | | | | | | | Net revenue: | | | | | | | | | | | | | | | | | | Franchise royalties and fees | $ | 188,634 | | | $ | — | | | $ | 188,634 | | | — | | | $ | 188,634 | | | | | | | | | | Company-operated store sales | 1,544,932 | | | (2,354) | | | 1,542,578 | | | (363,795) | | | 1,178,783 | | | | | | | | | | Independently-operated store sales | 212,396 | | | — | | | 212,396 | | | (212,396) | | | — | | | | | | | | | | Advertising contributions | 101,316 | | | 1,753 | | | 103,069 | | | — | | | 103,069 | | | | | | | | | | Supply and other revenue | 292,310 | | | (3,636) | | | 288,674 | | | (6,684) | | | 281,990 | | | | | | | | | | Total net revenue | 2,339,588 | | | (4,237) | | | 2,335,351 | | | (582,875) | | | 1,752,476 | | | | | | | | | | Operating expenses: | | | | | | | | | | | | | | | | | | Company-operated store expenses | 993,090 | | | (32,692) | | | 960,398 | | | (283,508) | | | 676,890 | | | | | | | | | | Independently-operated store expenses | 121,325 | | | (6) | | | 121,319 | | | (121,319) | | | — | | | | | | | | | | Advertising expenses | 101,617 | | | 1,843 | | | 103,460 | | | — | | | 103,460 | | | | | | | | | | Supply and other expenses | 139,658 | | | 35,855 | | | 175,513 | | | (3,725) | | | 171,788 | | | | | | | | | | Selling, general, and administrative expenses | 554,775 | | | 153 | | | 554,928 | | | (89,936) | | | 464,992 | | | | | | | | | | Depreciation and amortization | 180,112 | | | 1,297 | | | 181,409 | | | (102,420) | | | 78,989 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Asset impairment charges and lease terminations | 389,242 | | | — | | | 389,242 | | | (332,704) | | | 56,538 | | | | | | | | | | Total operating expenses | 2,479,819 | | | 6,450 | | | 2,486,269 | | | (933,612) | | | 1,552,657 | | | | | | | | | | Operating (loss) income | (140,231) | | | (10,687) | | | (150,918) | | | 350,737 | | | 199,819 | | | | | | | | | | Other expenses, net: | | | | | | | | | | | | | | | | | | Interest expense, net | 156,964 | | | 872 | | | 157,836 | | | (845) | | | 156,991 | | | | | | | | | | Foreign currency transaction loss (gain), net | 20,239 | | | (2,709) | | | 17,530 | | | — | | | 17,530 | | | | | | | | | | Loss on debt extinguishment | 205 | | | — | | | 205 | | | — | | | 205 | | | | | | | | | | Other expenses, net | 177,408 | | | (1,837) | | | 175,571 | | | (845) | | | 174,726 | | | | | | | | | | (Loss) income before taxes from continuing operations | (317,639) | | | (8,850) | | | (326,489) | | | 351,582 | | | 25,093 | | | | | | | | | | Income tax (benefit) expense | (25,143) | | | (3,893) | | | (29,036) | | | 53,583 | | | 24,547 | | | | | | | | | | Net (loss) income from continuing operations | $ | (292,496) | | | $ | (4,957) | | | $ | (297,453) | | | $ | 297,999 | | | $ | 546 | | | | | | | | | | | | | | | | | | | | | | | | | | | Net loss from discontinued operations, net of tax | — | | | — | | | — | | | (297,999) | | | (297,999) | | | | | | | | | | Net loss | $ | (292,496) | | | $ | (4,957) | | | $ | (297,453) | | | $ | — | | | $ | (297,453) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Basic (loss) earnings per share: | | | | | | | | | | | | | | | | | | Continuing Operations | $ | (1.79) | | | $ | (0.07) | | | $ | (1.86) | | | $ | 1.86 | | | $ | — | | | | | | | | | | Discontinued Operations | — | | | — | | | — | | | (1.86) | | | (1.86) | | | | | | | | | | Net basic loss per share | $ | (1.79) | | | $ | (0.07) | | | $ | (1.86) | | | $ | — | | | $ | (1.86) | | | | | | | | | | | | | | | | | | | | | | | | | | | Diluted (loss) earnings per share: | | | | | | | | | | | | | | | | | Continuing Operations | $ | (1.82) | | | $ | (0.04) | | | $ | (1.86) | | | $ | 1.86 | | | $ | — | | | | | | | | | | Discontinued Operations | — | | | — | | | — | | | (1.86) | | | (1.86) | | | | | | | | | | Net diluted loss per share | $ | (1.82) | | | $ | (0.04) | | | $ | (1.86) | | | $ | — | | | $ | (1.86) | | | | | | | | | | | | | | | | | | | | | | | | | | | Weighted average shares outstanding | | | | | | | | | | | | | | | | | Basic | 160,319 | | — | | 160,319 | | — | | 160,319 | | | | | | | | | Diluted | 160,319 | | — | | | 160,319 | | 891 | | 161,210 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Year Ended December 28, 2024 | | (in thousands) | | | | | | | | | As Previously Reported | | Restatement Impacts | | As Restated | | | | | | | | | | | | | | | | | | | | | | | | Net loss | | | | | | | | | $ | (292,496) | | | $ | (4,957) | | | $ | (297,453) | | | | | | | Other comprehensive income (loss): | | | | | | | | | | | | | | | | | | | Foreign currency translation adjustments | | | | | | | | | (50,776) | | | 16,232 | | | (34,544) | | | | | | | Unrealized (loss) gain from cash flow hedges, net of tax | | | | | | | | | (2,720) | | | 1,281 | | | (1,439) | | | | | | | Actuarial loss of defined pension plan, net of tax | | | | | | | | | (201) | | | — | | | (201) | | | | | | | Other comprehensive income (loss), net | | | | | | | | | (53,697) | | | 17,513 | | | (36,184) | | | | | | | Total comprehensive income (loss) | | | | | | | | | (346,193) | | | 12,556 | | | (333,637) | | | | | | | Comprehensive income attributable to non-controlling interests | | | | | | | | | — | | | — | | | — | | | | | | | Comprehensive (loss) income attributable to Driven Brands Holdings Inc. | | | | | | | | | $ | (346,193) | | | $ | 12,556 | | | $ | (333,637) | | | | | |
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Year Ended December 28, 2024 | | (in thousands, except share and per share amounts) | As Previously Reported | | Restatement Impacts | | As Restated | | Discontinued Operations Reclassification Impacts | | As Restated and Recast | | Assets | | | | | | | | | | | Current assets: | | | | | | | | | | | Cash and cash equivalents | $ | 169,954 | | | $ | (28,144) | | | $ | 141,810 | | | $ | (38,372) | | | $ | 103,438 | | | Restricted cash | 358 | | | — | | | 358 | | | — | | | 358 | | | Accounts and notes receivable, net | 179,609 | | | (26,338) | | | 153,271 | | | (6,899) | | | 146,372 | | | Inventory | 67,527 | | | (7,011) | | | 60,516 | | | (11,627) | | | 48,889 | | | Prepaid and other assets | 42,271 | | | (2,079) | | | 40,192 | | | (16,127) | | | 24,065 | | | Income tax receivable | 13,706 | | | 15,352 | | | 29,058 | | | (2,481) | | | 26,577 | | | Advertising fund assets, restricted | 49,716 | | | (1,367) | | | 48,349 | | | — | | | 48,349 | | | Assets held for sale | 134,297 | | | — | | | 134,297 | | | (55,207) | | | 79,090 | | | Current assets of discontinued operations | — | | | — | | | — | | | 130,713 | | | 130,713 | | | Total current assets | 657,438 | | | (49,587) | | | 607,851 | | | — | | | 607,851 | | | Other assets | 125,422 | | | (3,348) | | | 122,074 | | | (3,126) | | | 118,948 | | | Property and equipment, net | 1,024,168 | | | 2,547 | | | 1,026,715 | | | (617,264) | | | 409,451 | | | Operating lease right-of-use assets | 1,370,355 | | | 40,215 | | | 1,410,570 | | | (958,777) | | | 451,793 | | | Deferred commissions | 7,246 | | | — | | | 7,246 | | | — | | | 7,246 | | | Intangibles, net | 665,896 | | | — | | | 665,896 | | | (31,102) | | | 634,794 | | | Goodwill | 1,403,056 | | | — | | | 1,403,056 | | | (197,526) | | | 1,205,530 | | | Deferred tax assets | 8,206 | | | 181 | | | 8,387 | | | (1,183) | | | 7,204 | | | Non-current assets of discontinued operations | — | | | — | | | — | | | 1,808,978 | | | 1,808,978 | | | Total assets | $ | 5,261,787 | | | $ | (9,992) | | | $ | 5,251,795 | | | $ | — | | | $ | 5,251,795 | | | Liabilities and shareholders' equity | | | | | | | | | | | Current liabilities: | | | | | | | | | | | Accounts payable | $ | 95,260 | | | $ | 7,348 | | | $ | 102,608 | | | $ | (16,420) | | | $ | 86,188 | | | Accrued expenses and other liabilities | 253,880 | | | 2,063 | | | 255,943 | | | (95,660) | | | 160,283 | | | Income tax payable | 6,860 | | | — | | | 6,860 | | | (1,270) | | | 5,590 | | | Current portion of long-term debt | 33,189 | | | 1,510 | | | 34,699 | | | (1,003) | | | 33,696 | | | Tax receivable agreement payable | 22,676 | | | — | | | 22,676 | | | — | | | 22,676 | | | Advertising fund liabilities | 22,030 | | | 3,966 | | | 25,996 | | | — | | | 25,996 | | | Current liabilities of discontinued operations | — | | | — | | | — | | | 114,353 | | | 114,353 | | | Total current liabilities | 433,895 | | | 14,887 | | | 448,782 | | | — | | | 448,782 | | | Long-term debt | 2,660,355 | | | 2,679 | | | 2,663,034 | | | (4,145) | | | 2,658,889 | | | Deferred tax liabilities | 87,485 | | | (4,276) | | | 83,209 | | | (51,324) | | | 31,885 | | | Operating lease liabilities | 1,303,033 | | | 40,041 | | | 1,343,074 | | | (903,236) | | | 439,838 | | | Tax receivable agreement payable | 110,935 | | | (338) | | | 110,597 | | | — | | | 110,597 | | | Deferred revenue | 31,314 | | | 579 | | | 31,893 | | | — | | | 31,893 | | | Long-term accrued expenses and other liabilities | 27,436 | | | — | | | 27,436 | | | (25,410) | | | 2,026 | | | Non-current liabilities of discontinued operations | — | | | — | | | — | | | 984,115 | | | 984,115 | | | Total liabilities | 4,654,453 | | | 53,572 | | | 4,708,025 | | | — | | | 4,708,025 | | | | | | | | | | | | Preferred Stock $0.01 par value; 100,000,000 shares authorized; none issued or outstanding | — | | | — | | | — | | | — | | | — | | Common stock, $0.01 par value, 900,000,000 shares authorized: and 163,842,248 shares outstanding | 1,638 | | | — | | | 1,638 | | | — | | | 1,638 | | | Additional paid-in capital | 1,699,851 | | | 7,722 | | | 1,707,573 | | | — | | | 1,707,573 | | | Accumulated deficit | (1,002,583) | | | (90,787) | | | (1,093,370) | | | — | | | (1,093,370) | | | Accumulated other comprehensive (loss) income | (91,572) | | | 19,501 | | | (72,071) | | | — | | | (72,071) | | | | | | | | | | | | | Total shareholders’ equity | 607,334 | | | (63,564) | | | 543,770 | | | — | | | 543,770 | | | | | | | | | | | | | | | | | | | | | | | Total liabilities and shareholders' equity | $ | 5,261,787 | | | $ | (9,992) | | | $ | 5,251,795 | | | $ | — | | | $ | 5,251,795 | |
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Year Ended December 28, 2024 | | As Previously Reported | | Restatement Impacts | | As Restated | | (in thousands, except share amounts) | Shares | | Amount | | Shares | | Amount | | Shares | | Amount | Preferred stock, $0.01 par value per share | — | | | $ | — | | | — | | | $ | — | | | — | | | $ | — | | Common stock, $0.01 par value per share | | | | | | | | | | | | | Balance at beginning of period | 163,965,231 | | | $ | 1,640 | | | — | | | $ | — | | | 163,965,231 | | | $ | 1,640 | | | Stock issued relating to Employee Stock Purchase Plan | 73,196 | | | — | | | — | | | — | | | 73,196 | | | — | | | Shares issued for exercise/vesting of share-based compensation awards | 256,191 | | | 3 | | | — | | | — | | | 256,191 | | | 3 | | | Forfeiture of restricted stock awards | (452,370) | | | (5) | | | — | | | — | | | (452,370) | | | (5) | | | Balance at end of period | 163,842,248 | | | $ | 1,638 | | | — | | | $ | — | | | 163,842,248 | | | $ | 1,638 | | | Additional paid-in capital | | | | | | | | | | | | | Balance at beginning of period | | | $ | 1,652,401 | | | | | $ | 3,765 | | | | | $ | 1,656,166 | | | Share-based compensation expense | | | 48,139 | | | | | 3,957 | | | | | 52,096 | | | Stock issued relating to Employee Stock Purchase Plan | | | 904 | | | | | — | | | | | 904 | | | Tax obligations for share-based compensation | | | (1,593) | | | | | — | | | | | (1,593) | | | Balance at end of period | | | $ | 1,699,851 | | | | | $ | 7,722 | | | | | $ | 1,707,573 | | | Accumulated deficit | | | | | | | | | | | | | Balance at beginning of period | | | $ | (710,087) | | | | | $ | (85,830) | | | | | $ | (795,917) | | | Net loss | | | (292,496) | | | | | (4,957) | | | | | (297,453) | | | Balance at end of period | | | $ | (1,002,583) | | | | | $ | (90,787) | | | | | $ | (1,093,370) | | | Accumulated other comprehensive loss | | | | | | | | | | | | | Balance at beginning of period | | | $ | (37,875) | | | | | $ | 1,988 | | | | | $ | (35,887) | | | Other comprehensive (loss) income | | | (53,697) | | | | | 17,513 | | | | | (36,184) | | | Balance at end of period | | | $ | (91,572) | | | | | $ | 19,501 | | | | | $ | (72,071) | | | Non-controlling interests | | | | | | | | | | | | | Balance at beginning of period | | | $ | 644 | | | | | $ | — | | | | | $ | 644 | | | Acquisition of non-controlling interest | | | (644) | | | | | — | | | | | (644) | | | Balance at end of period | | | $ | — | | | | | $ | — | | | | | $ | — | | | Total shareholders’ equity | | | $ | 607,334 | | | | | $ | (63,564) | | | | | $ | 543,770 | |
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS | | | | | | | | | | | | | | | | | | | Year Ended December 28, 2024 | | (in thousands) | As Previously Reported | | Restatement Impacts | | As Restated | | Net loss | $ | (292,496) | | | $ | (4,957) | | | $ | (297,453) | | | Adjustments to reconcile net loss to net cash provided by operating activities: | | | | | | | Depreciation and amortization | 180,112 | | | 1,297 | | | 181,409 | | | Share-based compensation expense | 48,139 | | | 3,957 | | | 52,096 | | | Loss (gain) on foreign denominated transactions | 29,413 | | | (4,287) | | | 25,126 | | | (Gain) loss on foreign currency derivatives | (9,174) | | | 1,569 | | | (7,605) | | | Loss (gain) on sale and disposal of businesses, fixed assets, and sale leaseback transactions | 35,722 | | | (9,038) | | | 26,684 | | | Reclassification of interest rate hedge to income | (2,094) | | | — | | | (2,094) | | | Bad debt expense | 6,672 | | | 2,291 | | | 8,963 | | | Asset impairment charges and lease terminations | 389,242 | | | — | | | 389,242 | | | Amortization of deferred financing costs and bond discounts | 9,759 | | | — | | | 9,759 | | | Amortization of cloud computing | 8,270 | | | 2,555 | | | 10,825 | | | (Benefit) expense for deferred income taxes | (66,594) | | | 10,110 | | | (56,484) | | | Loss on extinguishment of debt | 205 | | | — | | | 205 | | | Other, net | (22,648) | | | 18,730 | | | (3,918) | | | Changes in operating assets and liabilities, net of acquisitions: | | | | | | | Accounts and notes receivable, net | (48,190) | | | 10,618 | | | (37,572) | | | Inventory | 2,618 | | | (4,950) | | | (2,332) | | | Prepaid and other assets | 3,467 | | | (480) | | | 2,987 | | | Advertising fund assets and liabilities, restricted | (5,031) | | | (1,087) | | | (6,118) | | | Other assets | (85,491) | | | 8,248 | | | (77,243) | | | Deferred commissions | 934 | | | — | | | 934 | | | Deferred revenue | 832 | | | 448 | | | 1,280 | | | Accounts payable | 29,397 | | | (4,838) | | | 24,559 | | | Accrued expenses and other liabilities | 17,588 | | | (3,961) | | | 13,627 | | | Income tax receivable | 10,795 | | | (23,718) | | | (12,923) | | | Cash provided by operating activities: | 241,447 | | | 2,507 | | | 243,954 | | | Cash flows from investing activities: | | | | | | | Capital expenditures | (288,504) | | | (131) | | | (288,635) | | | Cash used in business acquisitions, net of cash acquired | (2,990) | | | — | | | (2,990) | | | Proceeds from sale leaseback transactions | 51,371 | | | — | | | 51,371 | | | Proceeds from sale or disposal of businesses and fixed assets, net of cash sold | 299,142 | | | (8,813) | | | 290,329 | | | Cash provided by (used in) investing activities: | 59,019 | | | (8,944) | | | 50,075 | | | Cash flows from financing activities: | | | | | | | Payment of debt extinguishment and issuance costs | (9,646) | | | — | | | (9,646) | | | Proceeds from the issuance of long-term debt | 274,794 | | | — | | | 274,794 | | | Repayment of long-term debt | (465,443) | | | — | | | (465,443) | | | Proceeds from revolving lines of credit and short-term debt | 46,000 | | | — | | | 46,000 | | | Repayment of revolving lines of credit and short-term debt | (104,000) | | | — | | | (104,000) | | | Repayment of principal portion of finance lease liability | (3,931) | | | (1,097) | | | (5,028) | | | Payment of Tax Receivable Agreement | (38,374) | | | — | | | (38,374) | | | Acquisition of non-controlling interest | (644) | | | — | | | (644) | | | Tax obligations for share-based compensation | (1,593) | | | — | | | (1,593) | | | Cash used in financing activities: | (302,837) | | | (1,097) | | | (303,934) | | | Effect of exchange rate changes on cash | (4,103) | | | — | | | (4,103) | | | Net change in cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted | (6,474) | | | (7,534) | | | (14,008) | | | Cash and cash equivalents, beginning of period | 176,522 | | | (20,610) | | | 155,912 | | | Cash included in advertising fund assets, restricted, beginning of period | 38,537 | | | — | | | 38,537 | | | Restricted cash, beginning of period | 657 | | | — | | | 657 | |
| | | | | | | | | | | | | | | | | | | Cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted, beginning of period | 215,716 | | | (20,610) | | | 195,106 | | | Cash and cash equivalents, end of period | 169,954 | | | (28,144) | | | 141,810 | | | Cash included in advertising fund assets, restricted, end of period | 38,930 | | | — | | | 38,930 | | | Restricted cash, end of period | 358 | | | — | | | 358 | | | Cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted, end of period | $ | 209,242 | | | $ | (28,144) | | | $ | 181,098 | | | | | | | | | Supplemental cash flow disclosures - non-cash items: | | | | | | | Capital expenditures included in accrued expenses and other liabilities | $ | 16,484 | | | $ | (131) | | | $ | 16,353 | | | Deferred consideration included in accrued expenses and other liabilities | $ | 1,596 | | | $ | — | | | $ | 1,596 | | | Proceeds from sale of fixed assets included in accounts and notes receivable, net | $ | — | | | $ | 8,813 | | | $ | 8,813 | | | Supplemental cash flow disclosures - cash paid for: | | | | | | | Interest | $ | 147,748 | | | $ | — | | | $ | 147,748 | | | Income taxes | $ | 37,144 | | | $ | — | | | $ | 37,144 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Year Ended December 30, 2023 | | | | (in thousands, except per share amounts) | As Previously Reported | | Restatement Impacts | | As Restated | | Discontinued Operations Reclassification Impacts | | As Restated and Recast | | | | | | | | | Net revenue: | | | | | | | | | | | | | | | | | | Franchise royalties and fees | $ | 190,367 | | | $ | — | | | $ | 190,367 | | | $ | — | | | $ | 190,367 | | | | | | | | | | Company-operated store sales | 1,526,353 | | | (6,192) | | | 1,520,161 | | | (380,020) | | | 1,140,141 | | | | | | | | | | Independently-operated store sales | 196,395 | | | — | | | 196,395 | | | (196,395) | | | — | | | | | | | | | | Advertising contributions | 98,850 | | | 218 | | | 99,068 | | | — | | | 99,068 | | | | | | | | | | Supply and other revenue | 292,064 | | | (5,607) | | | 286,457 | | | (5,993) | | | 280,464 | | | | | | | | | | Total net revenue | 2,304,029 | | | (11,581) | | | 2,292,448 | | | (582,408) | | | 1,710,040 | | | | | | | | | | Operating expenses: | | | | | | | | | | | | | | | | | | Company-operated store expenses | 1,004,472 | | | 5,801 | | | 1,010,273 | | | (290,311) | | | 719,962 | | | | | | | | | | Independently-operated store expenses | 109,078 | | | 104 | | | 109,182 | | | (109,182) | | | — | | | | | | | | | | Advertising expenses | 97,290 | | | 6,092 | | | 103,382 | | | — | | | 103,382 | | | | | | | | | | Supply and other expenses | 158,436 | | | 26,971 | | | 185,407 | | | (3,851) | | | 181,556 | | | | | | | | | | Selling, general, and administrative expenses | 462,117 | | | 21,378 | | | 483,495 | | | (93,930) | | | 389,565 | | | | | | | | | | Depreciation and amortization | 175,296 | | | (437) | | | 174,859 | | | (98,280) | | | 76,579 | | | | | | | | | | Goodwill impairment | 850,970 | | | — | | | 850,970 | | | (850,970) | | | — | | | | | | | | | | Asset impairment charges and lease terminations | 132,903 | | | — | | | 132,903 | | | (9,084) | | | 123,819 | | | | | | | | | | Total operating expenses | 2,990,562 | | | 59,909 | | | 3,050,471 | | | (1,455,608) | | | 1,594,863 | | | | | | | | | | Operating (loss) income | (686,533) | | | (71,490) | | | (758,023) | | | 873,200 | | | 115,177 | | | | | | | | | | Other expenses, net: | | | | | | | | | | | | | | | | | | Interest expense, net | 164,196 | | | (2,980) | | | 161,216 | | | (815) | | | 160,401 | | | | | | | | | | Foreign currency transaction gain, net | (3,078) | | | (914) | | | (3,992) | | | (86) | | | (4,078) | | | | | | | | | | | | | | | | | | | | | | | | | | | Other expenses, net | 161,118 | | | (3,894) | | | 157,224 | | | (901) | | | 156,323 | | | | | | | | | | Loss before taxes from continuing operations | (847,651) | | | (67,596) | | | (915,247) | | | 874,101 | | | (41,146) | | | | | | | | | | Income tax (benefit) expense | (102,689) | | | (13,627) | | | (116,316) | | | 121,952 | | | 5,636 | | | | | | | | | | Net loss from continuing operations | (744,962) | | | (53,969) | | | (798,931) | | | 752,149 | | | (46,782) | | | | | | | | | | | | | | | | | | | | | | | | | | | Net loss from discontinued operations, net of tax | — | | | — | | | — | | | (752,149) | | | (752,149) | | | | | | | | | | Net loss | $ | (744,962) | | | $ | (53,969) | | | $ | (798,931) | | | $ | — | | | $ | (798,931) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Basic (loss) earnings per share: | | | | | | | | | | | | | | | | | | Continuing Operations | $ | (4.50) | | | $ | (0.44) | | | $ | (4.94) | | | $ | 4.65 | | | $ | (0.29) | | | | | | | | | | Discontinued Operations | — | | | — | | | — | | | (4.65) | | | (4.65) | | | | | | | | | | Net basic loss per share | $ | (4.50) | | | $ | (0.44) | | | $ | (4.94) | | | $ | — | | | $ | (4.94) | | | | | | | | | | | | | | | | | | | | | | | | | | | Diluted (loss) earnings per share: | | | | | | | | | | | | | | | | | | Continuing Operations | $ | (4.53) | | | $ | (0.41) | | | $ | (4.94) | | | $ | 4.65 | | | $ | (0.29) | | | | | | | | | | Discontinued Operations | — | | | — | | | — | | | (4.65) | | | (4.65) | | | | | | | | | | Net diluted loss per share | $ | (4.53) | | | $ | (0.41) | | | $ | (4.94) | | | $ | — | | | $ | (4.94) | | | | | | | | | | | | | | | | | | | | | | | | | | | Weighted average shares outstanding | | | | | | | | | | | | | | | | | | Basic | 161,917 | | — | | 161,917 | | — | | 161,917 | | | | | | | | | Diluted | 161,917 | | — | | | 161,917 | | — | | 161,917 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Year Ended December 30, 2023 | | (in thousands) | | | | | | | | | As Previously Reported | | Restatement Impacts | | As Restated | | | | | | | | | | | | | | | | | | | | | | | | Net loss | | | | | | | | | $ | (744,962) | | | $ | (53,969) | | | $ | (798,931) | | | | | | | Other comprehensive income (loss): | | | | | | | | | | | | | | | | | | | Foreign currency translation adjustments | | | | | | | | | 26,098 | | | (2) | | | 26,096 | | | | | | | Unrealized loss from cash flow hedges, net of tax | | | | | | | | | (892) | | | (672) | | | (1,564) | | | | | | | Actuarial loss of defined pension plan, net of tax | | | | | | | | | (633) | | | — | | | (633) | | | | | | | Other comprehensive income (loss), net | | | | | | | | | 24,573 | | | (674) | | | 23,899 | | | | | | | Total comprehensive loss | | | | | | | | | (720,389) | | | (54,643) | | | (775,032) | | | | | | | Comprehensive income attributable to non-controlling interests | | | | | | | | | 13 | | | — | | | 13 | | | | | | | Comprehensive loss attributable to Driven Brands Holdings Inc. | | | | | | | | | $ | (720,402) | | | $ | (54,643) | | | $ | (775,045) | | | | | |
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Year Ended December 30, 2023 | | As Previously Reported | | Restatement Impacts | | As Restated | | (in thousands, except share amounts) | Shares | | Amount | | Shares | | Amount | | Shares | | Amount | Preferred stock, $0.01 par value per share | — | | | $ | — | | | — | | | $ | — | | | — | | | $ | — | | Common stock, $0.01 par value per share | | | | | | | | | | | | | Balance at beginning of period | 167,404,047 | | | $ | 1,674 | | | — | | | $ | — | | | 167,404,047 | | | $ | 1,674 | | | Stock issued relating to Employee Stock Purchase Plan | 82,546 | | | 1 | | | — | | | | | 82,546 | | | 1 | | | Shares issued for exercise/vesting of share-based compensation awards | 354,093 | | | 4 | | | — | | | — | | | 354,093 | | | 4 | | | Share repurchases | (3,601,694) | | | (36) | | | — | | | — | | | (3,601,694) | | | (36) | | | Forfeiture of restricted stock awards | (273,761) | | | (3) | | | — | | | — | | | (273,761) | | | (3) | | | Balance at end of period | 163,965,231 | | | $ | 1,640 | | | — | | | $ | — | | | 163,965,231 | | | $ | 1,640 | | | Additional paid-in capital | | | | | | | | | | | | | Balance at beginning of period | | | $ | 1,628,904 | | | | | $ | (1,223) | | | | | $ | 1,627,681 | | | Share-based compensation expense | | | 15,300 | | | | | 4,988 | | | | | 20,288 | | | Exercise of stock options | | | 6,117 | | | | | — | | | | | 6,117 | | | Stock issued relating to Employee Stock Purchase Plan | | | 2,080 | | | | | — | | | | | 2,080 | | | Balance at end of period | | | $ | 1,652,401 | | | | | $ | 3,765 | | | | | $ | 1,656,166 | | | Retained earnings (accumulated deficit) | | | | | | | | | | | | | Balance at beginning of period | | | $ | 84,795 | | | | | $ | (31,861) | | | | | $ | 52,934 | | | Share repurchases | | | (49,920) | | | | | — | | | | | (49,920) | | | Net loss | | | (744,962) | | | | | (53,969) | | | | | (798,931) | | | Balance at end of period | | | $ | (710,087) | | | | | $ | (85,830) | | | | | $ | (795,917) | | | Accumulated other comprehensive loss | | | | | | | | | | | | | Balance at beginning of period | | | $ | (62,435) | | | | | $ | 2,662 | | | | | $ | (59,773) | | | Other comprehensive income (loss) | | | 24,560 | | | | | (674) | | | | | 23,886 | | | Balance at end of period | | | $ | (37,875) | | | | | $ | 1,988 | | | | | $ | (35,887) | | | Non-controlling interests | | | | | | | | | | | | | Balance at beginning of period | | | $ | 631 | | | | | $ | — | | | | | $ | 631 | | | Acquisition of non-controlling interest | | | 13 | | | | | — | | | | | 13 | | | Balance at end of period | | | $ | 644 | | | | | $ | — | | | | | $ | 644 | | | Total shareholders’ equity | | | $ | 906,723 | | | | | $ | (80,077) | | | | | $ | 826,646 | |
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS | | | | | | | | | | | | | | | | | | | | | | | Year Ended December 30, 2023 | | | | | | (in thousands) | As Previously Reported | | Restatement Impacts | | As Restated | | | | | | Net loss | $ | (744,962) | | | $ | (53,969) | | | $ | (798,931) | | | | | | | Adjustments to reconcile net loss to net cash provided by operating activities: | | | | | | | | | | | Depreciation and amortization | 175,296 | | | (437) | | | 174,859 | | | | | | | Goodwill impairment | 850,970 | | | — | | | 850,970 | | | | | | | Share-based compensation expense | 15,300 | | | 4,988 | | | 20,288 | | | | | | | Gain on foreign denominated transactions | (2,022) | | | — | | | (2,022) | | | | | | | Gain on foreign currency derivatives | (1,056) | | | (914) | | | (1,970) | | | | | | | Loss on sale and disposal of businesses, fixed assets, and sale leaseback transactions | 4,909 | | | 9,719 | | | 14,628 | | | | | | | Reclassification of interest rate hedge to income | (2,077) | | | — | | | (2,077) | | | | | | | Bad debt expense | 1,938 | | | 8,752 | | | 10,690 | | | | | | | Asset impairment charges and lease terminations | 132,903 | | | — | | | 132,903 | | | | | | | Amortization of deferred financing costs and bond discounts | 10,307 | | | — | | | 10,307 | | | | | | | Amortization of cloud computing | 1,923 | | | 752 | | | 2,675 | | | | | | | Benefit for deferred income taxes | (125,804) | | | (12,312) | | | (138,116) | | | | | | | Other, net | 22,320 | | | 675 | | | 22,995 | | | | | | | Changes in operating assets and liabilities, net of acquisitions: | | | | | | | | | | | Accounts and notes receivable, net | 13,561 | | | 3,699 | | | 17,260 | | | | | | | Inventory | (11,731) | | | 7,961 | | | (3,770) | | | | | | | Prepaid and other assets | (6,877) | | | 1,378 | | | (5,499) | | | | | | | Advertising fund assets and liabilities, restricted | (16,861) | | | 6,014 | | | (10,847) | | | | | | | Other assets | (39,814) | | | — | | | (39,814) | | | | | | | Deferred commissions | 418 | | | — | | | 418 | | | | | | | Deferred revenue | 1,937 | | | 131 | | | 2,068 | | | | | | | Accounts payable | 7,390 | | | 10,607 | | | 17,997 | | | | | | | Accrued expenses and other liabilities | (52,854) | | | 7,541 | | | (45,313) | | | | | | | Income tax receivable | 53 | | | (1,184) | | | (1,131) | | | | | | | Cash provided by (used in) operating activities | 235,167 | | | (6,599) | | | 228,568 | | | | | | | Cash flows from investing activities: | | | | | | | | | | | Capital expenditures | (596,478) | | | — | | | (596,478) | | | | | | | Cash used in business acquisitions, net of cash acquired | (59,574) | | | — | | | (59,574) | | | | | | | Proceeds from sale leaseback transactions | 194,658 | | | — | | | 194,658 | | | | | | | Proceeds from sale or disposal of businesses and fixed assets, net of cash sold | 9,987 | | | — | | | 9,987 | | | | | | | Cash used in investing activities | (451,407) | | | — | | | (451,407) | | | | | | | Cash flows from financing activities: | | | | | | | | | | | Repayment of long-term debt | (27,971) | | | — | | | (27,971) | | | | | | | Proceeds from revolving lines of credit and short-term debt | 378,000 | | | — | | | 378,000 | | | | | | | Repayment of revolving lines of credit and short-term debt | (130,000) | | | — | | | (130,000) | | | | | | | Repayment of principal portion of finance lease liability | (5,165) | | | (405) | | | (5,570) | | | | | | | Share repurchases | (49,956) | | | — | | | (49,956) | | | | | | | | | | | | | | | | | Stock option exercises | 6,117 | | | — | | | 6,117 | | | | | | | Other, net | (326) | | | — | | | (326) | | | | | | | Cash provided by (used in) financing activities | 170,699 | | | (405) | | | 170,294 | | | | | | | Effect of exchange rate changes on cash | 484 | | | — | | | 484 | | | | | | | Net change in cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted | (45,057) | | | (7,004) | | | (52,061) | | | | | | | Cash and cash equivalents, beginning of period | 227,110 | | | (13,606) | | | 213,504 | | | | | | | Cash included in advertising fund assets, restricted, beginning of period | 32,871 | | | — | | | 32,871 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | Restricted cash, beginning of period | 792 | | | — | | | 792 | | | | | | | Cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted, beginning of period | 260,773 | | | (13,606) | | | 247,167 | | | | | | | Cash and cash equivalents, end of period | 176,522 | | | (20,610) | | | 155,912 | | | | | | | Cash included in advertising fund assets, restricted, end of period | 38,537 | | | — | | | 38,537 | | | | | | | Restricted cash, end of period | 657 | | | — | | | 657 | | | | | | | Cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted, end of period | $ | 215,716 | | | $ | (20,610) | | | $ | 195,106 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | Supplemental cash flow disclosures - non-cash items: | | | | | | | Capital expenditures included in accrued expenses and other liabilities | $ | 33,695 | | | $ | — | | | $ | 33,695 | | | Deferred consideration included in accrued expenses and other liabilities | 3,311 | | | — | | | 3,311 | | | Supplemental cash flow disclosures - cash paid for: | | | | | | | Interest | 156,083 | | | — | | | 156,083 | | | Income taxes | 22,947 | | | — | | | 22,947 | |
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